ARROW ELECTRONICS, INC.
For the period ended May 12, 2026. Filed Mar 30, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 12, 2026 · Filed Mar 30, 2026
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UNITED STATES**
**SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of**
**the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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ARROW ELECTRONICS, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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| OUR 2026 ANNUAL MEETINGAND PROXY STATEMENT | Tuesday, May 12, 2026at 8:00 a.m. MTThe Inverness Denver, a Hilton Golf and Spa Resort200 Inverness Drive WestEnglewood, Colorado 80112 |
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March 30, 2026
Dear Shareholder:
You are invited to the Annual Meeting of Shareholders (the “Annual Meeting”) of Arrow Electronics, Inc. (“Arrow” or the “Company”) on Tuesday, May 12, 2026. The formal notice of the Annual Meeting and the Proxy Statement soliciting your vote at the Annual Meeting (the “Proxy Statement”) appear on the following pages.
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| The matters scheduled to be considered at the Annual Meeting are: | | Arrow’s Board has provided voting recommendations on each proposal and believes such recommendations are in the best interests of Arrow and its shareholders, as further detailed in the Proxy Statement. We urge you to read the Proxy Statement carefully before you vote. |
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| > | The election of the eight directors named in the Proxy Statement to serve as members of Arrow’s Board of Directors (“Board”) for a one-year term expiring at Arrow’s 2027 annual shareholder meeting; | |
| > | The ratification of the appointment of Ernst & Young LLP as Arrow’s independent registered public accounting firm for the fiscal year ending December 31, 2026; | |
| > | An advisory vote to approve named executive officer compensation; | |
| > | The approval of amendments to our Restated Certificate of Incorporation to remove supermajority voting provisions; | |
| > | An Arrow proposal to provide shareholders with the ability to call a special shareholder meeting at a 25% ownership threshold; and | |
| > | A shareholder proposal, if properly presented at the Annual Meeting, to provide shareholders with the ability to call a special shareholder meeting at a 10% ownership threshold. | |
| These matters are discussed more fully in the Proxy Statement. | ||
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Under the rules of the U.S. Securities and Exchange Commission (“SEC”), we are furnishing proxy materials to our shareholders over the internet rather than mailing printed copies to each shareholder. Accordingly, you will not receive a printed copy of the proxy materials unless you request one. The Notice of Internet Availability of Proxy Materials for the Shareholder Meeting (“Notice”) includes instructions on how to access and review the proxy materials, and how to access your proxy card and vote online. If you would like to receive a printed copy of the proxy materials, please follow the instructions included in the Notice.
Please make sure you vote, regardless of whether you plan to attend the Annual Meeting. You can cast your vote in person at the Annual Meeting online by following the instructions on either the proxy card or the Notice, by telephone, or, if you received a paper copy of the proxy materials, by mailing your proxy card in the postage - paid return envelope.
| WHEN:Tuesday, May 12, 20268:00 a.m. MTWHERE:The Inverness Denver, a Hilton Golf & Spa Resort 200 Inverness Drive WestEnglewood, Colorado 80112AGENDA:1. Elect the eight directors named in the Proxy Statement to serve as members of Arrow’s Board of Directors for a one-year term expiring at Arrow’s 2027 annual shareholder meeting.2. Ratify the appointment of Ernst & Young LLP as Arrow’s independent registered public accounting firm for the fiscal year ending December 31, 2026.3. Advisory vote to approve named executive officer compensation.4a and 4b. Amend our Restated Certificate of Incorporation to remove supermajority voting provisions.5. Advisory vote on an Arrow proposal to provide shareholders with the ability to call a special shareholder meeting at a 25% ownership threshold.6. Advisory vote on a shareholder proposal, if properly presented at the Annual Meeting, to provide shareholders with the ability to call a special shareholder meeting at a 10% ownership threshold.7. Transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. | NOTICE OF ANNUAL MEETING OF SHAREHOLDERS | ||
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| March 30, 2026You are invited to Arrow’s Annual Meeting on Tuesday, May 12, 2026. Only shareholders of record at the close of business on March 16, 2026, are entitled to notice of and to vote at the Annual Meeting.Shareholders can vote online, by telephone, by completing and returning their proxy card, or by attending the Annual Meeting. The Notice and the proxy card have detailed instructions for voting, including voting deadlines. | |||
| InternetVisit the website noted on your proxy card to vote online. | TelephoneUse the toll-free number on your proxy card to vote by telephone. | MailSign, date, and return your proxy card in the enclosed envelope to vote by mail. | In PersonCast your vote in person at the Annual Meeting. |
| Shareholders may revoke a proxy (change or withdraw their votes) at any time prior to the Annual Meeting by following the instructions in the Proxy Statement.You may request a printed copy of the proxy materials and Arrow’s 2025 Annual Report on Form 10-K by calling 1-800-579-1639 or sending an e-mail to investor@arrow.com.Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on May 12, 2026The proxy materials and Arrow’s 2025 Annual Report on Form 10-K (which is not a part of the proxy soliciting material) will be available through www.proxyvote.com on or about March 30, 2026, or at investor.arrow.com/financials/financial-results. | |||
| | | | By Order of the Board of Directors, |
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| | | | Carine L. Jean-ClaudeCorporate Secretary |
LETTER FROM THE INTERIM PRESIDENT AND CHIEF EXECUTIVE OFFICER
Fellow Shareholders,
Fiscal year 2025 was a year of progress and discipline for Arrow, marked by strong execution, improving fundamentals, and continued advancement of our long-term strategy. As a member of the Board since 2020, and now in my role as Interim CEO, I have seen firsthand the depth of talent across our organization and the commitment our teams bring to supporting customers and suppliers around the world.
Arrow’s Board brings together directors with a wide array of backgrounds, experiences, and skillsets, enabling thoughtful oversight and informed perspectives tailored to our unique business. Their collective expertise is especially important as we navigate an increasingly dynamic and evolving market environment. The Board also maintains a rigorous self-evaluation process designed to support ongoing enhancement of corporate oversight and effective succession planning for Arrow.
Arrow’s differentiated capabilities remain a distinct competitive advantage. We operate at the intersection of electronic components and enterprise IT, serving large and expanding end markets with long-term secular tailwinds. Both our Global Components and Enterprise Computing Solutions (“ECS”) businesses are well positioned to benefit from growth in cloud, AI, and data center infrastructure, particularly where our technical expertise extends our role from fulfillment to embedded partnership with our customers and suppliers.
Expanding value-added services, such as supply chain services, engineering and design, and integration services, remains central to our long-term value creation strategy. We have made great progress this past year in deepening customer engagement and delivering profitable growth. In 2025, value-added services grew as a share of total operating income, and this deliberate shift toward more margin-accretive solutions is strengthening the durability and earnings power of Arrow. Our distribution capabilities remain a fundamental part of our strategy, and our value-added services are a natural extension for Arrow.
From a demand perspective, key leading indicators strengthened as the year progressed, with book-to-bill and backlog improving, lead times extending modestly, and ordering patterns showing sequential improvement across regions. We remain focused on improving the quality, durability, and long-term returns of our business through disciplined execution of our strategy, as markets gradually recover.
Our diversified business model continues to provide balance and resilience through market cycles. ECS complements our Global Components business and remains an important growth engine, with a growing mix of software, services, and recurring revenue. Digital enablement through platforms such as ArrowSphere is expanding our role in the ecosystem and deepening customer engagement, while strategic outsourcing and as-a-service offerings are contributing to improved earnings quality.
We also remained disciplined in our capital allocation priorities. In 2025, we repurchased $150 million of Arrow stock, and since 2020, we have returned approximately $3.6 billion to shareholders through share repurchases. At the same time, we continue to reinvest in organic growth initiatives, explore strategic and financially disciplined acquisitions, and preserve a strong balance sheet.
Overall, I am pleased with our strategic execution in 2025, centered on driving growth and margin expansion. Looking ahead, we remain cautiously optimistic as industry fundamentals continue to improve across our regions. While there is still more progress to be made, our priorities are clear: execute with discipline; accelerate profitable growth; expand higher-margin value-added offerings; and continue to manage costs, working capital, and investments carefully. With a diversified model, differentiated capabilities, and a focused capital allocation strategy, we believe Arrow is well positioned to deliver sustainable long-term growth and create enduring value for our shareholders.
I encourage you to review Arrow’s corporate governance and executive compensation practices in the following pages. We appreciate your continued engagement and thank you for your ongoing support.
Sincerely,
William F. Austen
Interim President and Chief Executive Officer
ARROW ELECTRONICS, INC.**
ANNUAL MEETING OF SHAREHOLDERS
**TO BE HELD MAY 12, 2026
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